Terms and Conditions

General Terms and Conditions

Last Updated on February 14, 2021. These Terms of Service (which, together with the Business Terms below, are the “Terms”) are effective immediately for users accessing or using the Service without an Account or those registering Accounts on or after January 27, 2021.

PLEASE NOTE: THESE TERMS INCLUDE DISPUTE RESOLUTION PROVISIONS (SEE SECTION 13) THAT, WITH LIMITED EXCEPTIONS, REQUIRE THAT (1) CLAIMS YOU BRING AGAINST ONLINE CE DIRECTORY BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND (2) YOU WAIVE YOUR RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.

These Terms govern your access to and use of our products and services, including those offered through our websites, events, communications (e.g., emails, phone calls, and texts) and mobile applications (collectively, the “Service”). By accessing or using the Service, you are agreeing to these Terms, which form a legally binding contract with: (i) Online-CEs, LLC, a Florida Limited Liability Company d/b/a Online CE Directory. Do not access or use the Service if you are unwilling or unable to be bound by the Terms. For more information about our policies and instructions relating to the Service, submit your inquiry here.

1. DEFINITIONS
1. A. Parties.
  1. i. “End User” is someone who accesses or in any way uses the Service, with or without registering an Account.
  2. ii. “Provider” is a continuing education business provider, or anyone authorized to contract on behalf of the business provider, who registers with www.onlineCEDirectory.com and creates a Business Account, submits a listing profile, and uses the Service subject to the Business Terms below.
  3. iii. “We,” “us,” and “our” refer to Online CE Directory and its subsidiaries.
2. B. Content.
  1. i. “Content” means text, images, photos, audio, video, and all other forms of data or communication.
  2. ii. “End User Content” means Content an End User submits or transmit to, through, or in connection with the Service, such as ratings, reviews, direct messages.
  3. iii. “Provider Content” means Content that a Provider submits or transmits to, through, or in connection with the Service, such as photos, videos, direct messages, and any information that a Provider contributes to their listing profile.
  4. iv. “Online CE Directory Content” means Content that we create and make available in connection with the Service.
  5. v. “Third Party Content” means Content that originates from parties other than Online CE Directory or its users, which is made available in connection with the Service.
  6. vi. “Service Content” means all of the Content that is made available in connection with the Service, including , End User Content, Provider Content, Online CE Directory Content, and Third Party Content.
3. C. Sites and Accounts.
  1. i. “Consumer Site” means Online CE Directory’s consumer website (www.onlineCEDirectory.com and related domains) and mobile applications.
  2. ii. “End User Account” means the account the End User creates to access or use the Consumer Site.
  3. iii. “Business Account” means the account the Provider creates to claim or add a listing profile and access or use the Online CE Directory Consumer Site (www.onlineCEDirectory.com and related domains) and mobile applications.
  4. iv. “Account” means any End User or Business Account.
2. CHANGES TO THE TERMS
We may modify the Terms from time to time. The most current version of the Terms will be located here. You understand and agree that your access to or use of the Service is governed by the Terms effective at the time of your access to or use of the Service. If we make material changes to these Terms, we will notify you by email, by posting notice on the Service, and/or by other method prior to the effective date of the changes. We will also indicate at the top of this page the date that such changes were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You understand and agree that your continued access to or use of the Service after the effective date of changes to the Terms represents your acceptance of such changes.
3. TRANSLATION
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with Online CE Directory, and any inconsistencies among the different versions will be resolved in favor of the English version available here.
4. USING THE SERVICE
1. A. Eligibility. To access or use the Service, you must have the requisite power and authority to enter into these Terms. You may not access or use the Service if you are a competitor of Online CE Directory or if we have previously banned you from the Service or closed your Account.
2. B. Permission to Use the Service. We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.
3. C. Service Availability. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
4. D. Accounts. As an End User or Provider, you may be required to register and create an Account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason. Your End User Account is for your personal, non-commercial use only, and you may not create or use an End User Account for anyone other than yourself. We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your End User Account to another person without Online CE Directory’s prior approval.
5. E. Communications from Online CE Directory and Others. By accessing or using the Service, you consent to receive communications from other users and Online CE Directory through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote Online CE Directory or businesses listed on Online CE Directory, and may be initiated by Online CE Directory, businesses listed on Online CE Directory, or other users. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. You agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected. Please note that any communications, including phone calls, with Online CE Directory or made through the Service may be monitored and recorded for quality purposes.You can opt-out of certain communications submitting an opt-out email here.
5. CONTENT
1. A. Responsibility for End User Content. The End User alone is responsible for your content, and once posted to Online CE Directory, it cannot always be withdrawn. You assume all risks associated with your content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose. You represent that you own or have the necessary permissions to use and authorize the use of your content as described herein. You may not imply that your content is in any way sponsored or endorsed by Online CE Directory. You may expose yourself to liability if, for example, your content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.
2. B. Responsibility for Provider Content. Once a Provider claims or adds a listing, the Provider alone is responsible for content displayed in their listing profile and posted to Online CE Directory. By claiming or adding a listing, the Provider takes ownership of their account and can manage their listing profile. The Provider assumes all risks associated with content under its control and management, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information disclosed. The person who registers the Provider account with Online CE Directory represents his/her ownership of the Provider’s business and/or warrants that he/she has the necessary permissions to use and authorize the use of Provider Content as described herein. The Provider may not imply that its content is in any way sponsored or endorsed by Online CE Directory. The Provider may expose yourself to liability if, for example, the Provider Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms.
3. C. Our Right to Use Content. We may use End User Content or Provider Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use your content for any purpose. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access your content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Online CE Directory and its users any claims and assertions of moral rights or attribution with respect to your content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of your content.
4. D. Ownership. As between you and Online CE Directory, you own your content. We own the Online CE Directory Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of End User or Provider Content and other Service Content), computer code, products, software, aggregate star ratings, and all other elements and components of the Service excluding End User Content, Provider Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Online CE Directory Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Online CE Directory Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the Online CE Directory Content are retained by us.
5. E. Advertising. Online CE Directory and its licensees may publicly display advertisements, paid content, and other information nearby or in association with your content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
6. F. Other. End User Content (including any that may have been created by users employed or contracted by Online CE Directory) does not necessarily reflect the opinion of Online CE Directory. Except as required by law, we have no obligation to retain or provide you with copies of End User Content, and we do not guarantee any confidentiality with respect to End User content. We reserve the right to remove, screen, edit, or reinstate End User at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines. Online CE Directory does not attempt to verify any licenses a local business or its representatives may have, and consumers should inquire about any such licenses with the business directly.
6. COUPONS
Any coupons that Online CE Directory might issue for use in connection with the Service are non-transferable (unless required by law), not redeemable for cash or any other consideration, and automatically expire thirty (30) days after the issue date unless otherwise specified. If your Account is terminated you will not be able to use any unexpired and unused coupons, and any such coupons will automatically terminate and cannot be redeemed unless required by law.
7. REPRESENTATIONS AND WARRANTIES
We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
1. A. You represent and warrant that:
  1. i. You have read and understood our Content Guidelines;
  2. ii. You have read and understood our Privacy Policy. If you use the Service outside of the United States of America, you consent to having your personal data transferred to and processed in the United States of America; and
2. B. You also represent and warrant that you will not, and will not assist, encourage, or enable others to use the Service to:
  1. i. Violate our Terms, including the Content Guidelines;
  2. ii. Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review;
  3. iii. Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
  4. iv. Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
  5. v. Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Business Account in accordance with the Business Terms;
  6. vi. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service’s search results, reviews, or any third party website;
  7. vii. Solicit personal information from minors, or submit or transmit pornography;
  8. viii. Violate any applicable law;
  9. ix. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Service Content (other than your own End User Content or Provider Content), except as expressly authorized by Online CE Directory;
  10. x. Use any robot, spider, Service search/retrieval application, or other automated device, process or means to access, retrieve, copy, scrape, or index any portion of the Service or any Service Content, except as expressly permitted by Online CE Directory.
  11. xi. Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
  12. xii. Record, process, or mine information about users;
  13. xiii. Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews;
  14. xiv. Reformat or frame any portion of the Service;
  15. xv. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Online CE Directory’s technology infrastructure or otherwise make excessive traffic demands of the Service;
  16. xvi. Attempt to gain unauthorized access to the Service, Accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
  17. xvii. Use the Service or any Service Content to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;
  18. xviii. Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
  19. xiv. Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Service Content; or
  20. xx. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use of the Service.
8. ADDITIONAL POLICIES AND TERMS
1. A. Copyright and Trademark Disputes. You agree to follow our Infringement Policy in notifying us about copyright and trademark disputes concerning End User Content or Provider Content. You agree we may forward any notification sent pursuant to our Infringement Policy to the user who submitted the End User Content or Provider Content at issue.
2. B. Additional Terms. Your use of the Service is subject to any and all additional terms, policies, rules, or guidelines that we may post on or link to from the Service (the “Additional Terms”). All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms. If you have a Business Account, the Business Terms provided below apply to you.
9. SUGGESTIONS AND IMPROVEMENTS
By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain any third party confidential or proprietary information, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, (iv) we have no obligation to review, consider, or implement the Feedback, or to return to you all or part of the Feedback, and (v) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Online CE Directory and its users any claims and assertions of any moral rights contained in such Feedback.
10. THIRD PARTY CONTENT AND SERVICES
1. A. The Service may host Third Party Content, or include links to other websites or applications (each, a “Third Party Service”). We do not control or endorse any Third Party Content or Third Party Service. You agree that we are not responsible for the availability, accuracy, or content of any such Third Party Content or Third Party Service. Your use of and reliance on any Third Party Content or Third Party Service is at your own risk. Some of the services made available through the Service and Third Party Services may be subject to additional third party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies. It is your responsibility to familiarize yourself with any such applicable third party terms.
11. INDEMNITY
You agree to indemnify, defend, and hold harmless Online CE Directory, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “Online CE Directory Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the Service, including End User Content or Provider Content, (ii) your violation of the Terms, (iii) your breach of your representations and warranties provided under these Terms, (iv) any products or services purchased or obtained by you in connection with the Service, (v) your products or services, or the marketing or provision thereof to users, or (vi) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. Online CE Directory reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Online CE Directory. Online CE Directory will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
12. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE ONLINE CE DIRECTORY ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
1. A. THE SERVICE AND SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE ONLINE CE DIRECTORY ENTITIES MAY NOT MONITOR, CONTROL, OR VET END USER CONTENT, PROVIDER CONTENT, OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE ONLIE CE DIRECTORY ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE SERVICE CONTENT. ACCORDINGLY, THE ONLINE CE DIRECTORY ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.
2. B. THE ONLINE CE DIRECTORY ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICE, OR THE SERVICE’S USERS. ACCORDINGLY, THE ONLINE CE DIRECTORY ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
3. C. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
4. D. THE ONLINE CE DIRECTORY ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE ONLINE CE DIRECTORY ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
5. E. THE ONLINE CE DIRECTORY ENTITIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ONLINE CE DIRECTORY ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO A CONSUMER ALERT POSTED ON ANY ONLINE CE DIRECTORY BUSINESS PAGES FOR YOUR BUSINESS. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 12 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
13. DISPUTE RESOLUTION; MANDATORY ARBITRATION; CLASS ACTION WAIVER; LIMITATION TO TIME TO FILE CLAIMS; AND CHOICE OF LAW (this section referred to as “Dispute Resolution Covenant”).
NOTE: THIS DISPUTE RESOLUTION COVENANT CONTAINS AMONG OTHER THINGS BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT AFFECT YOUR RIGHTS WITH RESPECT TO CERTAIN DISPUTES BETWEEN YOU AND ANY OF ONLINE CE DIRECTORY’S AND THEIR PARENT’S, SUBSIDIARIES AND OTHER AFFILIATES AND RELATED PARTIES AND THAT REQUIRE THAT CERTAIN DISPUTES BE SUBMITTED TO INDIVIDUAL ARBITRATION RATHER THAN TO A JUDGE AND JURY IN COURT AND PROVISIONS THAT LIMIT TIME TO FILE CLAIMS.

EXCEPT FOR EXCLUDED CLAIMS: ANY CLAIM MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS; YOU AND WE AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN OUR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND ONLINE CE DIRECTORY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU AND ONLINE CE DIRECTORY EXPRESSLY WAIVE THE RIGHT TO TRIAL BY A JURY.
1. A. Definitions
  1. i. “Company,” for purposes of this Dispute Resolution Covenant, means Online CE Directory,
  2. ii. “User,” for purposes of this Dispute Resolution Covenant, means End User and Provider (as defined in paragraph (1) in the Terms above) and their heirs, executors, administrators, successors, and assigns.
  3. iii. “Covered Claims” means any controversy, dispute, or claim that otherwise could be raised in court that the Company has against User or the User has against the Company or their respective current or former officers, directors, shareholders, direct or indirect owners, employees, vendors, clients, customers, agents, parents, subsidiaries, affiliated companies, related parties, successors or assigns (for purposes of this Dispute Resolution Covenant, all such persons and entities, “Company Entities”) arising out of or relating to this Agreement or otherwise (including without limitation the provision or utilization of benefits or other Company Entity goods or services) or the relationships between User and any of Company or any other Company Entities arising through, in connection with or in any way related to this Agreement or otherwise or arising out of any relationship arising out of or in connection therewith. Covered Claims include, but are not limited to, claims for a refund or that an action taken or inaction by Company or other Company Entity resulted in monetary damages; breach of contract claims; tort claims; claims for unlawful retaliation, discrimination and/or harassment; and claims for violation of any federal, state, or other government law, statute, regulation, or ordinance, such as, for example, the Act.
  4. iv. “Excluded Claims” means: (a) claims attacking the validity of the waiver (see subsection (D) below), or (b) claims which are not subject to arbitration, or to pre-dispute arbitration agreements, pursuant to federal law. Excluded Claims may be brought in court. Any issues relating to the scope and enforceability of the arbitration provision will be resolved by the arbitrator. If any Claim cannot be arbitrated in accordance with this provision, then only that Claim may be brought in court and all other Claims remain subject to arbitration. Notwithstanding this paragraph, Business Claims, as defined in Section 3 of the Additional Terms for Business Accounts, are governed by that section.
2. B. Dispute Resolution. In the event of any dispute, controversy or claim arising out of or in any way relating to this Agreement or otherwise or in any way arising out of the relationships between you and Online CE Directory or their affiliates created through this Agreement or in any way related thereto or in connection therewith, such parties shall first attempt, in good faith, to resolve such dispute informally between them including without limitation considering any offers of settlement. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then you and your heirs, executors, administrators, successors, and assigns (for purposes of this Dispute Resolution Covenant, “User”) and the Online CE Directory (for purposes of this Dispute Resolution Covenant, “Company”) agree to use the arbitration procedures in this Dispute Resolution Covenant instead of a trial in court before a judge or jury.
3. C. Mandatory Arbitration, Confidentiality (the provisions of this subsection referred to as “Mandatory Arbitration Covenants”). Other than as expressly provided in this Dispute Resolution Covenant, User and the Company agree that any Covered Claims shall be settled exclusively by binding arbitration rather than in court. This Dispute Resolution Covenant does not preclude User or Company from filing a complaint with any governmental agency; however, it is the parties’ intent that all claims between them covered by this Dispute Resolution Covenant are to be resolved through binding arbitration to the fullest extent permitted by federal law (and state law that is not preempted by federal law), not an administrative proceeding or court. However, if an arbitration award would be rendered ineffectual without provisional relief including, but not limited to, preliminary injunctions or temporary restraining orders, either party may request such relief from a court of competent jurisdiction to preserve the status quo pending arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.
4. D. Waiver of Multi-Plaintiff, Class, Collective and Representative Actions (for purposes of this Dispute Resolution Covenant, the provisions of this subsection (D) referred to as “waiver”). Except where prohibited by federal law, covered claims must be brought on an individual basis only, and arbitration on an individual basis is the exclusive remedy for Covered Claims. Neither party may submit a multi-plaintiff, class, collective, or representative action for resolution under this Agreement or otherwise or for any other claim, and no arbitrator has authority to proceed with arbitration on such a basis. Notwithstanding anything in this Agreement, any disputes concerning the validity of this multi-plaintiff, class, collective, and representative action waiver will be decided by a court of competent jurisdiction, not by the arbitrator. In the event a court determines that this waiver is unenforceable with respect to any claim or portion of a claim, this waiver shall not apply to that claim or portion of the claim, which may then only proceed in court as the exclusive forum.
5. E. Authority to Determine Arbitrability. Except as provided in subsection (d) of this Dispute Resolution Covenant, the arbitrator shall have the exclusive authority to resolve any dispute relating to the enforceability or formation of this Dispute Resolution Covenant, or any portion or application of any of it such as, for example, any of the Mandatory Arbitration Covenants, (including all defenses to contract enforcement such as, for example, waiver and unconscionability) or the arbitrability of any claim. Enforcement of this Dispute Resolution Covenant may not be precluded or delayed on the grounds that (1) a party to this Agreement also is a party to a pending court action or special proceeding with a third party arising out of the same transaction or series of related transactions, or (2) a party to this Agreement asserts arbitrable and non-arbitrable claims.
6. F. Procedures. The demand for arbitration must be in writing. To initiate arbitration, User must deliver the written demand to the Company at 6155 N. Ocean Blvd., Ocean Ridge, FL 33435, Attn.: Legal Department to give Company or the Company Entities with whom you have a dispute the opportunity to resolve the dispute informally. For the Company to initiate arbitration, it must deliver the written demand for arbitration to User at the last known address recorded in Company’s records. The party initiating arbitration also must, within the limitations period (discussed below), submit the written demand to the arbitration service that will administer the claim (as explained below). The Company shall pay all arbitration fees and costs that would not be incurred in a court proceeding (for example, the arbitrator’s or the arbitration administration fees).
7. G. Time to file limitation. IMPORTANT – LIMITATION ON TIME TO FILE CLAIMS – PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BEFORE CONSENTING
8. User and Company agree that any claim covered by this Dispute Resolution Covenant must be filed no more than twelve (12) months after the date of the action or incident that is the subject of the claim. User understands that the statute of limitations for claims arising out of a contract, tort or statutory action may be longer than twelve (12) months and agrees to be bound by the twelve (12) month period of limitations. User AND COMPANY WAIVE ANY STATUTE OF LIMITATIONS TO THE CONTRARY. This paragraph does not limit the time period for bringing a claim that is not covered by this Agreement (see subsection II).
10. H. Governing Law, Consideration, Severability, Survival, Final Agreement, Acknowledgement. The Federal Arbitration Act (9 U.S.C. Sections 1, et seq.) (“FAA”) shall govern this Dispute Resolution Covenant. State arbitration statutes shall apply only to the extent they are not preempted by the FAA. The Parties agree that the mutual promises to arbitrate Covered Claims serve as adequate consideration. To the extent permitted by applicable law, mutual covenants in this Agreement, User’s right to the benefits set forth in this Agreement and the Company’s agreement to pay all fees and costs unique to arbitration (for example, the arbitrator’s or the arbitration administration fees) each serve as additional consideration.
11. If any part of this Dispute Resolution Covenant is held to be invalid, void, or unenforceable, it shall be interpreted in a manner or modified to make it enforceable. If that is not possible, it shall be severed and the remaining provisions of this Dispute Resolution Covenant shall remain in full force and effect.
12. This Dispute Resolution Covenant shall survive any termination of this Agreement. This Dispute Resolution Covenant sets forth the final agreement of the parties regarding dispute resolution and supersedes all prior negotiations, representations or agreements, whether written or oral, pertaining to arbitration of claims covered by the Dispute Resolution Covenant.
13. I. Excluded Claims and Claims that cannot be arbitrated must be brought in court. Florida law will govern these Terms (to the extent not preempted or inconsistent with federal law), as well as any such Excluded Claim or Claim that cannot be arbitrated, without regard to conflict of law provisions. You or Online CE Directory may seek relief in any small claims court of competent jurisdiction. All other Excluded Claims and Claims that cannot be arbitrated are subject to the exclusive jurisdiction in, and the exclusive venue of, the state and federal courts located within Palm Beach County, Florida and you consent to the personal jurisdiction of these courts for the purpose of litigating any such Claim.
14. BY ACCEPTING THESE TERMS AND CONDITIONS, I ACKNOWLEDGE THAT I HAVE RECEIVED AND READ OR HAVE HAD THE OPPORTUNITY TO READ THIS DISPUTE RESOLUTION COVENANT. I UNDERSTAND THAT THIS DISPUTE RESOLUTION COVENANT REQUIRES THAT, AMONG OTHER THINGS, DISPUTES THAT INVOLVE THE MATTERS SUBJECT TO THIS DISPUTE RESOLUTION COVENANT BE SUBMITTED TO INDIVIDUAL ARBITRATION PURSUANT TO THIS DISPUTE RESOLUTION COVENANT RATHER THAN TO A JUDGE AND JURY IN COURT.
14. TERMINATION
1. A. You may terminate the Terms at any time by closing your Account, discontinuing any access to or use of the Service, and providing Online CE Directory with a notice of termination here.
2. B. We may close your Account, suspend your ability to use certain portions of the Service, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Service, your content, Service Content, or any other related information.
3. C. In the event of any termination of these Terms, whether by you or us, Sections 1, 3, 5, 7–15 of the Terms of Service will continue in full force and effect.
15. GENERAL TERMS
1. A. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
2. B. Except as otherwise stated in Section 10 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
3. C. The Terms contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
4. D. Any failure on Online CE Directory’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by Online CE Directory.
5. E. If any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
6. F. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Online CE Directory’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
7. G. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Online CE Directory as a result of these Terms or your use of the Service.
8. H. The section titles in the Terms are for convenience only and have no legal or contractual effect.

Business Terms and Conditions

ADDITIONAL TERMS FOR BUSINESS ACCOUNTS

Last Updated on February 14, 2021.

The following terms (“Business Terms”), in addition to the Terms of Service above, govern your access to and use of your Business Account. In the event of any conflict between these Business Terms and the Terms of Service, the Business Terms apply. If you have purchased products or services from Online CE Directory on behalf of your business (e.g., advertising or business tools), the terms of that purchase apply in the event of any conflict with these Business Terms. Capitalized words used but not defined in these Business Terms have the meanings described in the Terms of Service. By creating, accessing, or using your Business Account, you are agreeing to these Business Terms and concluding a legally binding contract with Online CE Directory. You are not authorized to create, access, or use a Business Account if you do not agree to these Business Terms.

PLEASE READ THESE BUSINESS TERMS CAREFULLY AS THEY REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

In the event of any termination of these Business Terms, whether by you or us, these Business Terms in their entirety will continue in full force and effect.

1. REQUIREMENTS, REPRESENTATIONS AND WARRANTIES
1. A. In order to access or use the Services, you agree that:
  1. i. You have the authority to act on behalf of the business or businesses associated with or claimed through your Business Account and bind any such business (including any corresponding business entity) to the Business Terms (such business or businesses, your “Business”);
  2. ii. You will not attempt to claim or a add a listing that you do not have the authority to act on behalf of;
  3. iii. Your access to or use of the Consumer Site will only be in your capacity as an authorized representative of your Business;
  4. iv. You will not use the Consumer Site for business activities, including but not iv. limited to flagging reviews or messaging people who have reviewed your Business;
  5. v. Your Business complies with applicable laws and does not offer, advertise, sell, or lease illegal products and/or services;
  6. vi. You grant Online CE Directory a non-transferable, non-exclusive, royalty-free limited license to display your public website on the Services, or allow for its display through iframes or other framing technology;
  7. vii. You agree that we may contact you, including by phone or email, using the contact information you provide us, make publicly available, or that we have on record for your business, and that our communications (including phone calls) with you may be monitored and recorded for quality purposes;
  8. viii. You understand and acknowledge that non-disparagement clauses in certain consumer contracts, such as clauses that seek to restrict or prohibit reviews (including provisions that penalize consumers for posting reviews) about your Business, are prohibited under under the federal Consumer Review Fairness Act (15 U.S. Code § 45b) and you agree that you will not include such clauses in your consumer contracts, or otherwise attempt to enforce non-disparagement or ‘gag’ clauses against consumers under any circumstances. You understand that we may publicly notify consumers, including by placing a Consumer Alert on the business page for your Business, if we have a good faith belief that such clauses are used by your Business.
2. B. You represent and warrant that you will not, and will not authorize or induce any other party, to:
  1. i. Offer incentives of any kind, such as discounts, freebies, refunds, gift cards, contest entries, offers, or deals in exchange for the posting of reviews of your Business, or to prevent or remove reviews, and you understand and acknowledge that Online CE Directory, through its Consumer Alerts, may publicly notify consumers about such incentives and other attempts to obtain, prevent, or remove reviews;
  2. ii. Solicit or ask for reviews from your customers;
  3. iii. Write reviews for your Business or your Business’s competitors;
  4. iv. Pay or induce anyone to post, refrain from posting, or remove reviews;
  5. v. Attempt to generate automated, fraudulent, or otherwise invalid ad impressions, inquiries, conversions, ad clicks, or other actions;
  6. vi. Use any automated means or form of scraping or data extraction to access, query or otherwise collect Online CE Directory data, content and/or reviews from the Consumer Site, except as expressly permitted by Online CE Directory;
  7. vii. Use any Online CE Directory trademark or service mark in any manner without Online CE Directory’s prior written consent; or
  8. viii. Misrepresent your identity or affiliation to anyone in connection with Online CE Directory.
3. C. You understand and acknowledge that Online CE Directory allows consumers to post Content about your Business, including, ratings, and reviews.

The following Sections 2 and 3 apply if you are a resident of the United States or Canada only:

2. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE ONLINE CE DIRECTORY ENTITIES TO YOU. FOR CLARITY, THE BELOW APPLIES IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY DETAILED IN SECTION 12 OF THE TERMS.
The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like Online CE Directory, for their role in publishing third-party Content, including consumer reviews. Additionally, anti-SLAPP laws, such as Section 768.295, Florida Statues may require you to pay Online CE Directory’s attorneys’ fees if you attempt to impose such liability on Online CE Directory through legal proceedings.
3. ARBITRATION, DISPUTES, AND CHOICE OF LAW
FOR CLARITY, THIS SECTION GOVERNS ANY BUSINESS CLAIM BROUGHT BY YOU OR ONLINE CE DIRECTORY. ANY CLAIM NOT SUBJECT TO THIS SECTION IS INSTEAD GOVERNED BY SECTION 13 OF THE TERMS.

A. Definitions:
1. i. “Business Claim” means any controversy or claim arising out of or relating to: (a) these Terms, or the breach thereof; or (b) your access to or use of your Business Account on the Consumer Site;
2. ii. “Excluded Business Claims” means Claims related to intellectual property (like copyrights and trademarks).
B. Any Business Claim shall be governed by Section 13 of the Terms.
C. NOTWITHSTANDING THE FOREGOING, FOR ANY BUSINESS CLAIM THAT IS NOT SUBJECT TO ARBITRATION, INCLUDING WITHOUT LIMITATION EXCLUDED BUSINESS CLAIMS, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN PALM BEACH COUNTY, FLORIDA, WHICH IS THE PLACE OF PERFORMANCE OF THESE BUSINESS TERMS.
YOU AND ONLINE CE DIRECTORY AGREE THAT EACH MAY BRING OR PARTICIPATE IN BUSINESS CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND ONLINE CE DIRECTORY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE BUSINESS CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A BUSINESS CLAIM IMPLICATES THIS SECTION, AND THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH BUSINESS CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.